Participant Acknowledgements Contract Clauses (90)

Participant Acknowledgements. By accepting the Awards, Participant acknowledges that: (a)He or she has read and understands the Prospectus and the Brochure and these Terms and Conditions. Participant acknowledges that the official language of these documents is English, and that unofficial translations of program documents to a language Participant understands have been made available to Participant upon request to aid his or her understanding of the official English-language versions. (b)Participant understands that the... Awards and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the contrary, he or she has no right to receive the Awards, or any incentive award, that receipt of an Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. (c)Because the Awards are intended to promote employee retention, among other interests, the Awards will be canceled in accordance with the terms of this Agreement if vesting conditions set forth herein are not satisfied or if a clawback provision is applied. (d)Any actual, anticipated, or estimated financial benefit to Participant from the Awards (or any other incentive award) is not and will not be deemed to be a normal or an integral part of Participant's regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Awards nor any amounts payable in respect of the Awards will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements. (e)The value that may be realized from a Deferred Stock Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors. Equity awards are intended to promote stock ownership and to align employees' interests with those of stockholders. Any monetary value assigned to a Deferred Stock Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to Participant. (f)A Deferred Cash Award is an unsecured general obligation of each Employer that employed Participant during the deferral period applicable to an Award and, until paid in accordance with its terms, is subject to the claims of each such Employer's creditors. The currency in which Participant's Deferred Cash Award is denominated and/or paid and any required tax withholding and reporting will be in accordance with Citigroup's policies, as in effect from time to time, relating to the administration of Citigroup's incentive compensation programs. View More

Participant Acknowledgements. The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Notice and fully understands all provisions of this Agreement and the Plan. THE PARTICIPANT ACKNOWLEDGES AND... AGREES THAT THE UNITS WILL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE PARTICIPANT'S CONTINUED SERVICE AS AN EMPLOYEE OR AS A DIRECTOR OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD OR ACQUIRING UNITS HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE NOTICE, THE AGREEMENT NOR THE PLAN WILL CONFER UPON THE PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION OF THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR SERVICE AS A DIRECTOR OF THE COMPANY. 4 EX-10.2 3 este-ex102_65.htm EX-10.2 este-ex102_65.htm Exhibit 10.2 Earthstone Energy, Inc. 2014 LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Award No. : Participant: Notice: You have been granted the following award of restricted stock units of Earthstone Energy, Inc. (the "Company"), in accordance with the terms of this Notice of Restricted Stock Unit Award (this "Notice") and the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan, as approved by stockholders in December 2014, as amended from time to time (the "Plan"), and the attached Restricted Stock Unit Agreement (the "Agreement"). Grant Date: (the "Grant Date") Number of Units: Aggregate Number of Restricted Stock Units (the "Units"): Vesting Schedule: Units Vesting Date Units Vesting Date The vesting of the Units is subject to your continued service as an employee or as a director of the Company or any of its subsidiaries through such day and upon the terms of this Notice, the Plan and the Agreement. You, by your signature as the Participant below, acknowledge that you (i) have reviewed the Agreement and the Plan in their entirety and have had the opportunity to obtain the advice of counsel prior to executing this Notice, (ii) understand that the award of the Units is granted under and governed by the terms and provisions of the Agreement and the Plan, and (iii) agree to accept as binding all of the determinations and interpretations made by the Board of Directors of the Company with respect to matters arising under or relating to this Notice, the Agreement and the Plan. PARTICIPANT EARTHSTONE ENERGY, INC. By: Name: Title: EARTHSTONE ENERGY INC. 2014 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT 1. Award of Restricted Stock Units. Earthstone Energy, Inc., a Delaware corporation (the "Company"), hereby grants to the Participant under the Plan an award (the "Award") of the number of restricted stock units (each individually, a "Unit" and collectively, the "Units") set forth in the Notice of Restricted Stock Unit Award (the "Notice") attached to this Restricted Stock Unit Agreement (this "Agreement"). This Agreement consists of the Notice and the terms and conditions of the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan, as amended from time to time (the "Plan"). Unless otherwise provided herein, capitalized terms herein will have the same meanings as in the Plan or in the Notice. View More